New Focus Auto Tech Holdings Limited — Proxy Solicitation & Information Statement 2021

Apr 29, 2021

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NEW FOCUS AUTO TECH HOLDINGS LIMITED 新焦點汽車技術控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 360)

PROXY FORM

Form of proxy for the Annual General Meeting to be held at Room 1809, Feidiao International Building, No.1065A Zhaojiabang Road, Xuhui District, Shanghai, PRC at 2:00 p.m. on 30 June 2021

I/We[1] of being the registered holder(s) of[2] shares of HK$0.10 each in the issued share capital of New Focus Auto Tech Holdings Limited (the “ Company ”), hereby appoint[3] of

or failing him, the Chairman of the meeting, as my/our proxy to attend on my/our behalf at the annual general meeting (the “ Annual General Meeting ”) (and at any adjournment thereof) and to vote for me/us in my/our name(s) in respect of the resolutions set out in the notice of the Annual General Meeting dated 30 April 2021 (“ Notice ”) (with or without amendments) as hereunder indicated.

			Ordinary Resolutions	Ordinary Resolutions
	1.		To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company and the auditor of the Company for the year ended 31 December 2020.
	2A		(i) To re-elect Mr. Wang Zhenyu as a non-executive director of the Company.
			(ii) To re-elect Mr. Hu Yuming as an independent non-executive director of the Company.
	2B.		To authorise the board of directors of the Company to fix the remuneration of all directors of the Company.
	3.		To re-appoint HLB Hodgson Impey Cheng Limited as the auditor of the Company, to hold office until the conclusion of the next annual general meeting of the Company, and to authorise the board of directors of the Company to fix their remuneration.
	4A.**		To give a general mandate to the directors to allot, issue and deal with the shares of the Company not exceeding 20% of the total number of the issued shares of the Company as at the date of passing of this resolution.
	4B.**		To give a general mandate to the directors to repurchase the shares of the Company not exceeding 10% of the total number of the issued shares of the Company as at the date of passing of this resolution.
	4C.**		To extend the general mandate granted to the directors to allot, issue and deal with additional shares by the total number of shares repurchased by the Company.
	Dated this		day of	, 2021. Signature(s)7:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of HK$0.10 each in the issued share capital of the Company registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. Full name and address of proxy to be inserted in BLOCK CAPITALS. IF NOT COMPLETED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY . 4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION. If no direction is given, your proxy will be entitled to vote or abstain as he thinks fit. Your proxy will be entitled to vote or abstain at his discretion on any resolution properly put to the meeting other than those referred to in the Notice.

4. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power of attorney or authority must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof.

5. In the case of joint holders of a share, the vote of the person, whether attending in person or by proxy, whose name stands first on the register of members of the Company in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, if you are a corporation, must either be executed under seal or under the hand of an officer or attorney duly authorised.

7. The proxy need not be a member of the Company but must attend the Annual General Meeting in person to represent you.

8. Completion and return of this form of proxy will not preclude you from attending the Annual General Meeting or any adjournment thereof and voting in person if you so wish and in such event, the form of proxy will be deemed to be revoked.

9. Any alteration to this form of proxy must be initialled by the person who signs it.

10. For identification purposes only

11. ** The full text of the resolutions is set out in the Notice